Spiderman Evolution
by Kosmic
Summary: Peter Parker Spiderman  gets an invite to Xaviers Institute not knowing what to expect. What he learns changes his life, and learns many life listens from some new friends and an interesting girl.  Inspired to do, Rating may Change, R@R DISCONTINUED
1. Spiderman Evolution

**Disclaimer**

Do not own Spiderman

Do not own X-Men

**Note**

I want everyone to know that I was inspired to do this Spiderman, X-Men Evolution cross over by reading a story called SpiderX by Agent-G. If you are reading this Agent-G thanks for the inspiration.

**Update Note**

Do to not finding a good/stay with beta reader this story will have down falls one being I can not do accent with Rouge and Kurt.

**Spiderman Evolution**

Peter finally finished his school year and he was happy all of his teachers recommended that he should graduate and skip his twelfth year. Once he got home he ran to his aunt May and told her the news. "Congratulations Peter! I am so happy to hear such great news." She said very happily as well giving him a hug.

"Before you head to your room you got some mail." Aunt May gave it to him and he opened it up. It was from Doctor Connors giving him his invitation to talk to a Professor Charles Xavier.

Peter has heard of Charles Xavier, he is a great man who teaches some gifted kids. When Peter thought about this Charles guy he thinks that he teaches some smart people. Peter was not sure why Doctor Connors would have given him this. So he went to his room and called him.

"This is Connors how can I help you?" Doctor Connors answered.

"He Dr Connors it's me Peter…" Peter was going to say more but was cut off by Connors.

"I bet you got the mail I sent you and wondering why I would blow it off. The day the letter wants me to go visit is on my anniversary and you are a brilliant kid Peter. I called Charles and asked if I could send one of my smartest kids when I was a teacher, and he said that would be ok."

Peter thought of it and he would be happy to meet Mr. Xavier. "Ok thank Dr. Connors." They both said good bye.

Peter went down stairs and informed his aunt who again was pleased. "You should go see him, he might want a bright kid like yourself in his institute." Peter looked at his invite and it was this week end at his institute. It was four days away and next week was his graduation week. His life was getting better as he walked out of the kitchen where his aunt was in.

Peter walked over to a couple pictures on a cabinet. "Mom, dad, Uncle Ben I am going to graduate." He then thought off the day when his uncle died and when he started to use his powers responsively to help people.

His aunt put her hand on his shoulder then hugged him. "I bet they are all so proud of you."

The days went by kind of quickly and Peter's two best friends MJ and Harry spent them with him. They told Peter they were happy for an early graduation as well something that surprised him. MJ the girl of his dreams was dating his best friend Harry. Peter smiled and was happy for them, but Harry knew other wise.

It was now they day Peter was going to meet Charles Xavier. Harry came over to talk to Peter about the other day about him and MJ among something else. "Peter I know you were in love with her and I told you I loved her too. I made a move first I am sorry buddy."

"It is ok Harry, you made a move first. I do feel bad but if you make a wrong move and break up…" Harry hit Peter lightly on the shoulder.

"That's never going to happen, but if it does I will back away and you may have your shot." They both laughed as a car horn went off.

They both walked down then out side. "Hey thanks again for the ride to this institute." Peter thanks Harry.

"Don't thank me Peter my dad was happy to help you out too. Sense you helped me out through the years." Harry tells Peter as they get into the car.

The car dropped of Harry at home first asked by his dad. Norman Osborn was waiting outside so he could personally congratulate Peter. "Peter before you go I want to congratulate you personally for graduating as well getting an honor to meet Charles Xavier. That man is brilliant and I always wanted to know what he teaches. Think you can make some notes on what science he may be teaching?" Norman asks shacking Peter hand then let him go. Peter gave a small laugh and gave thumbs up.

It took about an hour to get to Bayville and it was a quite ride. The driver did not speak nor did Peter. What would the two talk about anyway? Even though it was a quite ride it was a nice. The view was nice once they got out of New York. The driver gave a smile noticing Peter's reaction.

Once Peter arrived at the gate the driver tells him the gate is closed and there was a woman walking up. Peter got out of the car then walked up to her. "I am sorry young man but no one is allowed…" Peter showed her the invite and she took it.

"You must be Peter Parker, the professor told me you should be arriving some times today. Give me a second to open the gates. I am Ororo I will be happy to guide you to Xavier." Peter was about to enter when the driver made a quick honk.

Peter went up to the car real quick. "Here is my number kid. I will be in town call me when you are ready to leave." Peter took his card then went over to where part of the gate was opened for him.

As Peter walked with the woman he gazed around. There were assorted of flowers around all of them in bloom. Peter saw a very nice fountain making the place stand out nicely. "You already looked amazed of the place Peter and you have yet entered the institute." The woman tells Peter somewhat surprising him.

"Well the only place almost like this in New York is Central Park. Lately I have been a bit to busy to see it. The place so far is amazing." Peter tells her then stops for a moment.

"Is there something wrong Peter?" The woman asks as he just smiles.

"Well it seems unfair that you know my name but I don't know yours." Peter grins to the woman.

"Sorry it must have slipped my mind. I am Ororo one of the instructors here, I also help keep the scenery here beautiful for visitors like your self." Ororo tells Peter who smiles and nods.

"Well you do a wonderful job, my aunt May would love to ask for some tips from your work." Peter tells Ororo who was happy to hear that.

Ororo lead Peter to the front door and got a surprised as Peter opened the door to let her in first. "Sorry if I am being rude but it is always nice to open the door for a lady every once and awhile." Peter tells her making her blush a little.

As Peter actually enters he was surprised of how huge the place was. He saw it was huge outside but not like this.

He an Ororo heard someone roller boarding then eventually saw a boy from the up floor jump up with his board then slid down the hand rail going to the bottom floor. "Hey aunty O is he a new student."

"Peter this is my nephew Even. Even this is Peter Parker the person the professor told all of you who was coming to visit and chat with." Ororo tells Even who remembered then gave a wave and went off.

"That boy never lessons, I told him almost a thousand times not to skate board in the institute." Ororo tells her self only to see a surprised look on Peter.

"So there are kids like me here. There are as normal as me a little." Peter says then sees two girls walk by. No almost looking like MJ the other almost preppy.

"Yes there are, and they are very smart talented one at that." Ororo tells Peter who smiles.

"Well yea, I read a small report on Xavier. The only report actually announced about him. That he picks out smart kids around the world and helps them to get smarter." Peter tells Ororo who smiles back but makes a small grin on the inside.

After that conversation Ororo led Peter to a study. There was a man in a wheelchair who gave Peter a smile. "You must be Peter Parker, Dr. Connors spoke greatly of you."

Xavier motions Peter to sit down by a chair near him then opens up a folder with Peter information. "Dr. Connors informed me that you excelled in many science studies. From what I have gathered you could help many with what you know." Xavier gathered looking through Peter's papers that he asked from Connors.

"Yea, I got that from a lot from my teachers too. They actually agreed and want me to skip my next school year and graduate. Next week is my graduation week, I am planning to go to a university." Peter informed Xavier who was indeed happy to hear so.

"Well congratulations Peter, I would like recommend you to a few. That is if you would like my help." Xavier said getting a smile from Peter.

"That would be great Professor Xavier, but I won't be going for one just yet. I want to get a job and help my aunt May out. You see she is the only family left and I just can't leave her alone and to pay the bills she hardly could do now." Peter informed Xavier who did read about his uncle death from Peter information.

"Well then if everything here I have read about you is true Peter about all of your studies,

Then I would love to give you a job. I was going to ask Dr. Connor's help with some research to help two go kids. You have of course known about his genetic research?" Xavier tells Peter who was by now existed with everything said.

"Of course I have heard of Connors research. He once asked me over to his home where his lab was to help out with some work, mainly doing so to help me pass gym." Peter told Xavier also has a stupid grin on his face. He knew he should have told Xavier the last part.

Xavier gave a small laugh. "Well then it seems you agreed. I promise to pay you well Peter but there is one thing I must do. What you see and learn here can not leave this building. There are secrets here that the world is not ready for." Peter was taken back by this.

"Yea alright, I promise these lips are sealed." Peter reassured Xavier who nodded.

"Thank you Peter, then I shall begin by telling you about the x-gene." A monitor showed behind the Xavier show pictures.

"A good percent of the human race has the x-gene. This gene gives us unusual gifts." _For myself I am a very powerful telepath. _Xavier spoke in Peter head making Peter fall out of his chair becoming wide eye.

"All of my students here have the x-gene and I have been helping them use to use and control it." Peter was lessoning and was getting back on his seat with a couple thoughts running thoughts his mind.

"I was going to ask Dr. Connors help but sense you are here you could help. I need help with a further study for two of my students' sake." The monitor behind Xavier showed a boy with red sunglasses on.

"This is Scott, he emits optic beams from his eyes as long as they are open. So he has to wear those special sunglasses or people will get hurt." Xavier said as the monitor shows a Goth girl. "This is Rouge and her gift is much more dangerous, all she has to do is touch you with her skin then absorbs your life energy, abilities, memories,and if you have a gift that as well. I believe with your help we could find out more about the x-gene to help these two." Xavier said then stopped to let Peter soak this all in and of hopes not to need to erase what he has said to Peter.

All this was soaking into his head with thoughts but not all of it was what Xavier thought it would be. Peter closed his eyes as he thought what he had to say. He could say so much even his own secret to maybe help him out.

"Professor Xavier I would love to help you out and these two teens. Right now what you told gave me thoughts, many thoughts. For one you told me something that maybe I should have not heard." Peter began this sounded to Xavier that he may have to erase Peters mind and he hated to do so.

"First off you told me a secret so I believe I should tell you a secret of mine. That way on this court we both have a ball." Peter began as well struck an interest in Xavier thinking what could be just as much informable.

"I don't know if you read or seen the pictures from the New York papers of what they call a spider guy helping people for a year." Peter said and Xavier has and was not sure why Cerebro has yet to detect it.

"Well that spider guy is me." Peter said then jumped up high connecting his feet to the ceiling and stayed there not falling.

Just before Xavier could say anything Peter started to say more. "I did not get my powers from this x-gene I got it, believe it or not by a bio-enhance spider that bit me." That answered a few questions Xavier was about to ask.

Xavier had put a lot of it together already. He has heard of some people on the science field enhancing spider's genetics. He has also figured that when Peter uncle died triggered the reason for Peter to help people out. Must pictures taken were of a red/blue suited person but all the pictures were of blur. No one has yet actually scene the suit that well.

Peter drops down landing on his feet. "I would love to help Scott out and that cute Rouge girl out." Peter paused then hit himself before continuing. "I also intern want to find out more about this spider-gene in me. I had this nightmare that I turned into a giant spider beast and I don't want that to happen." Xavier listened carefully to Peter.

Xavier was surprised to learn that the spider guy in New York was Peter. He thought he would be the one to surprise Peter. "Peter thank you for telling me this, and thank you for evening the court yard." Charles smiled for a moment.

"Peter I believe the world is not ready for any of people with the x-gene or you so I want to welcome you here into my home. I have read the paper and they trash talk you as do many of the people. Yes some see you as a hero…" Xavier was then interrupted by Peter.

"So what if they trash talk me and some don't think of me as a hero. Why should I care? I believe you figured out why I became a hero. My uncle died and it was my entire fault. I let a thief go and I found out he was the one who killed him. I am not doing it for fame or anything selfish, I am doing because no one should suffer like I died." Peter speech surprised Xavier and it repeated in his own mind.

Xavier smiled "Today you have surprised me twice Peter and I can tell you are doing the right thing your heart tells you. I won't stop you from being a hero but I do welcome you to my home." Now it was peter who was surprised with new thoughts running through his mind.

Xavier believes Peter was thinking about his aunt May and that he would not leave her. He also feels Peter does not want to say goodbye to his friends as well still wanted to get his graduation. "Peter I also welcome your aunt to come as well. I know many people do not want to what family they have left. I will also let you say your goodbyes and let you have your graduation."

Peter gave a genital "Thank you Professor Xavier, and I would be welcome to join your home." Peter shock Xavier's hand and hope his aunt would come. _Great now what am I going to say to aunt May?_

**End of Chapter 1**

**Note**

First off please review, when I get reviews it makes me happy people are reading and will help me get more chapters out faster. It may take me a day to a month for each chapter. I have ideas and plans for this story

**Please read this part. **I don't know how to look very well for beta readers to help with stories. I am looking/wanting one for this story. I do spell check and read over and fix but I do still make mistakes. I MAINLY ask this cause I am not good with other accents like for Kurt and Rouge and wish to see them done right for this story. So if there are any takers or if you know any please reply.


	2. Plans Unfold

**Disclaimer**

Do not own Spiderman

Do not own X-Men

**Note**

The first chapter has been retyped and has been changed. Sorry for the long wait, I had beta readers but stuff happened and now I don't. I am sorry for any and all mistakes seen also sorry I can not do accents.

**Thanks for the Review**

Gaby – Agent-G (**Special thanks/point outs)** – TitanWolf – Gaby - deathnoteno1fan-codegeasslover

**Plans Unfold**

**Parkers Home**

Peter got home and he was ready to tell everything to his aunt May. He was not completely sure how she will react but hopes she will agree. He opens the door and sees her sitting down on the coach. She was happy he finally came home. "So is this Professor Xavier going to let you into his school?" She said ask hoping it is.

Peter smiled "Yes he did aunt May, under some conditions." He said as his aunt was even more excited.

"First off I Mr. Xavier said I could bring along sense we are the only family left for each other." Peter tells her but his aunt shacks her head no.

"It is ok Peter I will be fine here, I don't want to hold you back." His aunt tells him as Peter shacks his head no to her.

"You can't hold me back aunt May, and I can not leave you alone aunt May. You are the only family I have left and I can't let anything bad happen to you." Peter tells his aunt as she just gives him a sweet smile.

"Peter that is nice of you to say but…" Peter interrupts

"No buts aunt May, if you refuse to go then I can refuse the professors offer to join. Plus I need…." This time his aunt interrupts

"Peter it is ok deer, I will feel like a bother to you if I go. I have already talked to Mrs Watson a good friend of mine that if you were excepted if I could stay with her, she said it would be alright." May tells Peter hoping he would let it go.

Peter was feeling it hard to convince his aunt to come with him. He felt determined to get her to come with him, so he finally said what was should have been said a long time ago. "There is another reason I want you to come, I don't want to lose you like how we lost Uncle Ben." Peter began his aunt wanted to interrupt but he did not let her.

"It was my fault Uncle Ben died." Peter said knowing his aunt was about to say 'no it wasn't' but he continued quickly.

"The days I left to study at the library were lies. I went wrestling to earn money." Peter looked his aunt to see she was a little shocked.

"The rumors of this spider guy was me, it gave me the edge in my matches. One day a crook robs the box office and I let him go. The guy who killed Uncle Ben was that crook." Peter said letting a couple tears out.

Peter was facing his aunt and she looked in complete shock. She has heard about the rumors of some spider like guy going around helping people but there was no solid evidence but a couple blur pictures of a red/blue suit swinging and climbing up walls. Everything Peter told her was slowing sinking in to her and his words repeated in her mind.

May was now confused with her emotions. She was crying, filled with anger, and ashamed of Peter. She turns around and ran into the kitchen Peter quickly followed. "Aunt May…" Was the only thing Peter could say, he did not know anything else to say.

"I blamed myself for Ben death, on that night that crook you spoke off knocked on our door. He looked warned out and it seemed he needed help. So I let him in then after a minute as I was in the kitchen I heard a gun shot. I ran out and saw him with a gun out towards Ben." May said then turned towards Peter she walks over to him then hugs him. Peter was surprised of this news, she never told him.

"It was not your fault Peter, we just have too kind of hearts to do something terribly wrong. I do have to ask what does this have to do with this Charles Xavier." May finally asks as Peter gave a sigh for finally getting his secret off to her.

"Xavier's Institute for gifted is a place where other people with powers go. He gives them a home, a place to train their gifts. He wants me to train there to help me bring out my full strength to help the world. He believes the world is not yet ready for people with powers." Peter explains to his aunt who briefly understands.

"Like I said before I don't want to lose you, I don't want to leave you alone aunt May." Peter told her once more.

His aunt takes his hands into hers and gives him again a sweet smile. "Thank you Peter, but that is enough. I had made up my mind and I will not be alone deer. Please, just please go I will be fine. You are a stubborn Peter but so am I."

Peter sees this and finally sighs in defeat. "If that is what you want aunt May then that's fine with me. I don't leave till I gradate though so I am still with you till then." Peter then hugs his aunt.

**Xavier's Institute**

Ororo and Logan walks into Charles studies. Charles did ask for them to come in about this time. "Ororo you remember Peter Parker from this morning?" Xavier began as she nods.

"Of course Charles, he was a nice kid." She tells Xavier who indeed nodded.

"Well later next week he will be joining us, not as for our help for a further study of the x-gene but as a new student." Charles tells both Logan and Ororo.

"So what can this kid do Chuck?" Logan asks as a couple pictures are spread across the table. It has someone in some blue and red suit but it was blurry. Logan growled who already hated that someone with powers was acting like a hero.

"I found out why Cerebro could not detect him. Parker does not have the x-gene, he got his powers from a spider bite. I once told you both about some people who have been bio enhancing some animals, well Peter got bite by one of them." Ororo and Logan remembered, Logan thought it would have better if he or someone trashed those experiments.

"The reason for Peter Parker to go out to be a hero was because he lost his uncle one of the last two family members he had. Peter told me he let a criminal go and that criminal end up at his home and killed his uncle. With that event Peter could not let anyone else feel that way." Xavier explained to Ororo and Logan.

Ororo felt sad she and could understand why Peter made the decision to be a hero. Logan though he did not look sad but he did feel sad, but now that he thinks of the Peter Parker, the last name just rang to him.

Xavier noticed that Logan was all of the sudden thinking, as if something came to him. "Penny for your thoughts Logan."

"The name Parker, could you check to see if this Peter kid parents were Richard and Mary Parker." Logan wondered as Charles goes to his computer.

"I am hoping there is a reason you want me to do this Logan." Charles tells Logan who nods.

"I remembered working with those two when I was an S.H.I.E.L.D. agent. If this kid is related to them then everything going to get a lot more interesting around here." Logan tells Charles as Ororo looks at him.

"What do you mean by that Logan?" Ororo asks Logan as Charles looks up the information.

"Well if Peter is related to those two, then he is going to have a lot of those interesting traits. Richard Parker was a brilliant man, too brilliant if you tell me. He will find out everyone's weakness enemies and allies a like as well skilled with guns. That made him a trouble maker when he jokes around. I still remembered the stench of the last stink bomb he set off." Logan growled as Ororo gave a small chuckle.

"Mary Parker was a very well trained agent who could kick butt. I know she taught me a couple well lessons. She was an annoyance, when she fights she will taunt you and she smart mouths anyone. She was witty and clever." Logan could remember when she got him to go on a mission with her.

"The one thing they both had in common was they were stubborn. If Peter is there kid I will get pay back, but at the same time the school will never be the same again." Logan said shaking his head then looks at Charles who has a smile on his face.

**Some Where else in the Institute**

Kitty was with Jean and Rouge. "Hey Jean did you see that new student this morning with Ororo?" Jean put down the book she was reading.

"I do not think he was a new student Kitty. I believe he is the person that Professor Xavier wanted to talk to." Jean tells Kitty who was sure the kid was a new student.

"Are you sure Jean? He looked well our age, and I think the person professor Xavier wants to talk to is well older then us." Kitty began thinking she was right.

"Well I did not see him, so yall can do is just wait till Xavier tells who he was. No point trying to figure it out." Rouge butted in and Jean nodded in agreement.

"That just ruins a mystery of the person Rouge, I know you are right." Kitty says knowing she won't win against Rouge and Jean.

Just then Scout walks in with Evens and Kurt. "Kurt you know you should not eves drop on others conversations." Scott tells him a little annoyed.

"We did not say anything important for his ears too pick up." Kitty says teasing Kurt with his ears.

"That is not it, Kurt walked by Xavier studies earlier today and over heard his conversation with that Peter guy." Even tells the others who seemed disappointed in him.

"Kurt I am disappointed in you. Give us the scoop." Kitty said then jumped up. Everyone was pretty much all years.

"Well professor Xavier was talking to him about the x-gene and help with Scott to see with out need of his glasses and Rouge to touch. Then I heard this Peter guy saying he has powers but he did say anything. I think he showed his powers to Xavier instead." Kurt tells them as a smile comes across Scott and Rouges face.

"I did not think Xavier would go out of his way to get someone to help us." Rouge said hoping for success.

**Peter Graduation**

Peter was sitting with the other students happy this day has finally happened. He was waiting for the section of students he was with to move up to get his high school diploma. He began to think of the last couple days he had.

**Flash Back**

Peter got a call from Charles Xavier "So Peter how did things go with your aunt?" Xavier asked over the phone.

"Well to tell you the truth she was stubborn, she did not want to come along. It took her a couple of minutes to convince me, she does know about me and she is staying at a friends place. Do not worry she wont tell a soul about me or you guys" Peter tells Xavier who was rather ok with this.

"Well that is good to know Peter. I was thinking to come to your graduation with Ororo and one other student. I don't want to be hasty but after your graduation I would like to move you in her at the institute." Charles tells Peter who was happy Charles would be there and somewhat understood why he would want him over in a rush.

"That would be cool professor, so I will see you then. I am about to hang out with a couple of friends. I want to spend some time with them before I leave from here." Peter explained to the Xavier who understood and let Peter go.

As just on cue a car horn went off. Peter took off from his somewhat boxed up room down stairs. Pretty much all the small stuff has been packed away.

"Are you heading out with Harry and MJ, Peter?" Peter's aunt asks from the kitchen.

"Yea I am aunt May, I want to spend time with them before my move to Xavier institute. He called and told he wants me moved in on my day of graduation." Peter tells his aunt as he made it to the front door and left.

Peter ran up and jumped into Harry's buggy. Peter was surprised his best friend got his licenses before him and that out of all cars he got a buggy.

"So where are we hanging out at?" Peter asks Harry just says a drive around town.

**End of Flash Back**

Peter flash back ends as the students he was with was called up. He could not really think of the past right now. His future does not wait for him. He will though always remember his two best friends.

"Next Peter Parker, all his students agreed to let Peter skip his last year here and graduate. We will miss you Peter you were one of our finest brightest students." Peter's principle says on the microphone. Peter blushes a little he was special enough to get a small speech from his principle unlike other students.

Peter's principle shakes Peters hand then hands him his graduation papers. Peter smiles and gives his thanks then heads back to his seat along with all the other students. This went on with student till the last one came up.

"I would like to give my thanks again to all my students for their years here this school. You all gave us your best and us the teachers gave ours just as much back. Thank you and I hope you all have a bright future. Now get out of here and give your family and friends your hugs." The principle tells all the students as some rushed away where others did not.

Peter looked around for his aunt May, Harry and MJ, and for Charles Xavier. It was Harry and MJ who found Peter first and ran up to him. Harry gave Peter a pat on his back and MJ gave Peter a quick hug. "Congratulations Peter" Harry said in a smile.

"Thanks" Peter said as his aunt May found her way towards him.

"You looked so handsome out there Peter." May says giving Peter a hardy hug as well.

"Thank you aunt May." Peter smiled and gave a hug back. Peter knew his parents and Uncle Ben were there in spirit.

The four of them made their way towards the parking lot where Charles was there waiting with Ororo and the girl he saw at Charles Institute. "Hi Peter, my name is Jean it is glad to meet you." Jean gave Peter a hand shake then looked at MJ.

"If I did not know better you two would almost be twins." Harry tells both of them, there were a couple differences. Jean was a couple inches taller.

"Your stuff has already been gathered at the institute Peter, now I think some good byes are in order." Xavier tells Peter who nods.

It was May you gave her nephew another hug. "Peter you better take care of yourself now." May tells Peter then gives him a kiss goodbye on his cheek.

MJ then walks up to Peter and gives him a hug. "I am going to miss you Pete, you better come back and visit, or I will send Harry to drag you back." MJ tells Peter.

"I will, I promise I will come back once in awhile." Peter tells her then they let go.

Next was Harry Peter extends his hand out for a goodbye hand shake. Harry smacks the hand away. "There is no way that only your aunt and MJ only got hugs." Harry tells Peter then hugs him. Peter was taken back at first then hugs back.

"See you later Harry and you better take care of MJ. If I hear one slip up I am coming back to give you a peace of my mind." Peter says jokingly.

"Well then if that's all it takes to get your back." Harry says jokingly back as well get a punch in his arm by MJ.

With the good byes done Peter gets into the car with Xavier and Jean. Ororo at the wheel drove off. "This is certainly going to be a good chapter in my life book." Peter tells Xavier and Jean who both nod in agreement.

**End of Chapter**

**Note**

Again please read and review and I hoped everyone enjoyed the second chapter. Next Peter gets to meet everyone at Xavier Institute.


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